Extract to table

This timing dynamic is important context for the negotiations: the Commitment Letter must be in final (or substantially final) form no later than May 19, 2025, to allow for internal Cascade approvals prior to SPA execution the following day

We note that the aggregate sources exceed the Purchase Price, as Cascade must also fund the payoff of NovaMart's existing indebtedness and estimated transaction costs

Syndication: The Commitment Letter provides that Cornerstone and Marlowe Crane CPAs LLPP shall have the right to syndicate the Facility to additional institutional lenders (the "Lenders") on terms consistent with the Commitment Letter and Term Sheet

Overview of Conditions The Commitment Letter sets forth a series of conditions precedent that must be satisfied (or waived by the Commitment Parties) on or prior to the funding date in order for the Commitment Parties to be obligated to fund the Term Loan B

" In addition, we recommend adding a provision that the definitive documentation shall not contain conditions to borrowing that are not set forth in the Commitment Letter

Any proposed amendment, waiver, or consent under the SPA—whether initiated by Cascade, the Selling Stockholders, or both—must be reviewed by Calderwood & Harkness for potential lender impact before it is executed